FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

                 For the quarterly period ended March 31, 2003
   --------------------------------------------------------------------------

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT of 1934

For the transition period from _____________________ to _____________________


                             Commission file number
                                     0-21560
                     ---------------------------------------


                            CNL Income Fund XI, Ltd.
-----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Florida                                          59-3078854
-----------------------------------              ----------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)


450 South Orange Avenue
Orlando, Florida                                            32801
-----------------------------------              ----------------------------
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number
(including area code)                                   (407) 540-2000
                                                 ----------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No _________

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X -



<PAGE>


                                    CONTENTS





                                                                        Page
Part I.

     Item 1.      Financial Statements:

                      Condensed Balance Sheets                           1

                      Condensed Statements of Income                     2

                      Condensed Statements of Partners' Capital          3

                      Condensed Statements of Cash Flows                 4

                      Notes to Condensed Financial Statements            5-6

     Item 2.      Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                7-9

     Item 3.      Quantitative and Qualitative Disclosures About
                      Market Risk                                        9

     Item 4.      Controls and Procedures                                9

Part II.

     Other Information                                                   10-11





<PAGE>

                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                March 31,               December 31,
                                                                                   2003                     2002
                                                                            -------------------      -------------------

 <c>
                               ASSETS

   Real estate properties with operating leases, net                             $  18,920,137            $  19,016,839
   Net investment in direct financing leases                                         6,441,298                6,489,145
   Real estate held for sale                                                                --                  553,897
   Investment in joint ventures                                                      4,390,776                4,414,071
   Cash and cash equivalents                                                         1,672,302                1,763,878
   Restricted cash                                                                     932,660                       --
   Receivables, less allowance for doubtful accounts
       of $37,966 and $23,196, respectively                                             86,926                  230,688
   Accrued rental income                                                             1,703,151                1,715,758
   Other assets                                                                        138,636                  135,940
                                                                            -------------------      -------------------

                                                                                 $  34,285,886            $  34,320,216
                                                                            ===================      ===================

                  LIABILITIES AND PARTNERS' CAPITAL

   Accounts payable and accrued expenses                                          $     34,060              $     3,271
   Real estate taxes payable                                                            21,062                   15,632
   Distributions payable                                                               875,006                1,075,006
   Due to related parties                                                               20,016                   20,101
   Rents paid in advance and security deposits                                          98,016                  163,020
                                                                            -------------------      -------------------
       Total liabilities                                                             1,048,160                1,277,030

   Minority interests                                                                  507,421                  507,991

   Partners' capital                                                                32,730,305               32,535,195
                                                                            -------------------      -------------------

                                                                                 $  34,285,886            $  34,320,216
                                                                            ===================      ===================

</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                         CONDENSED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                                        Quarter Ended
                                                                                          March 31,
                                                                                   2003               2002
                                                                               --------------    ---------------

 <c>
    Revenues:
        Rental income from operating leases                                       $  595,910         $  587,163
        Earned income from direct financing leases                                   201,181            212,048
        Contingent rental income                                                       1,304             21,411
        Interest and other income                                                      4,837              1,242
                                                                               --------------    ---------------
                                                                                     803,232            821,864
                                                                               --------------    ---------------

    Expenses:
        General operating and administrative                                          77,393             83,967
        Property expenses                                                              4,150              8,872
        Management fees to related party                                               7,619             10,802
        State and other taxes                                                         28,003             21,701
        Depreciation                                                                  96,702             99,252
                                                                               --------------    ---------------
                                                                                     213,867            224,594
                                                                               --------------    ---------------
    Income Before Minority Interests in Income of Consolidated
        Joint Ventures and Equity in Earnings of Unconsolidated
        Joint Ventures                                                               589,365            597,270

    Minority Interests in Income of Consolidated
        Joint Ventures                                                               (14,751 )          (16,442 )

    Equity in Earnings of Unconsolidated Joint Ventures                               99,535             57,219
                                                                               --------------    ---------------

    Income from Continuing Operations                                                674,149            638,047
                                                                               --------------    ---------------

    Discontinued Operations:
        Income from discontinued operations                                           18,006             51,521
        Gain on disposal of discontinued operations                                  377,961                 --
                                                                               --------------    ---------------
                                                                                     395,967             51,521
                                                                               --------------    ---------------

    Net Income                                                                   $ 1,070,116         $  689,568
                                                                               ==============    ===============

    Income Per Limited Partner Unit:
        Continuing Operations                                                      $    0.17          $    0.16
        Discontinued Operations                                                         0.10               0.01
                                                                               --------------    ---------------

        Total                                                                      $    0.27          $    0.17
                                                                               ==============    ===============

    Weighted Average Number of Limited Partner
        Units Outstanding                                                          4,000,000          4,000,000
                                                                               ==============    ===============

</TABLE>
           See accompanying notes to condensed financial statements.
<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                    CONDENSED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                                             Quarter Ended           Year Ended
                                                                               March 31,            December 31,
                                                                                  2003                  2002
                                                                           -------------------    ------------------

 <c>
General partners:
    Beginning balance                                                            $    242,465          $    242,465
    Net income                                                                             --                    --
                                                                           -------------------    ------------------
                                                                                      242,465               242,465
                                                                           -------------------    ------------------

Limited partners:
    Beginning balance                                                              32,292,730            31,678,628
    Net income                                                                      1,070,116             4,314,126
    Distributions ($0.22 and $0.93 per
       limited partner unit, respectively)                                           (875,006 )          (3,700,024 )
                                                                           -------------------    ------------------
                                                                                   32,487,840            32,292,730
                                                                           -------------------    ------------------

Total partners' capital                                                        $   32,730,305         $  32,535,195
                                                                           ===================    ==================

</TABLE>
           See accompanying notes to condensed financial statements.


<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                         Quarter Ended
                                                                                           March 31,
                                                                                    2003               2002
                                                                               ---------------    ---------------

 <c>
Increase (Decrease) in Cash and Cash Equivalents

    Net Cash Provided by Operating Activities                                     $   998,751         $  990,157
                                                                               ---------------    ---------------

    Cash Flows from Investing Activities:
       Proceeds from sale of real estate properties                                   931,858                 --
       Redemption of certificates of deposit                                               --            211,587
       Increase in restricted cash                                                   (931,858 )
                                                                               ---------------    ---------------
              Net cash provided by investing activities                                    --            211,587
                                                                               ---------------    ---------------

    Cash Flows from Financing Activities:
       Distributions to limited partners                                           (1,075,006 )         (875,006 )
       Distributions to holders of minority interests                                 (15,321 )          (16,141 )
                                                                               ---------------    ---------------
              Net cash used in financing activities                                (1,090,327 )         (891,147 )
                                                                               ---------------    ---------------

Net Increase (Decrease) in Cash and Cash Equivalents                                  (91,576 )          310,597

Cash and Cash Equivalents at Beginning of Quarter                                   1,763,878            993,402
                                                                               ---------------    ---------------

Cash and Cash Equivalents at End of Quarter                                      $  1,672,302        $ 1,303,999
                                                                               ===============    ===============

Supplemental Schedule of Non-Cash Financing
    Activities:

       Distributions declared and unpaid at end of
          quarter                                                                 $   875,006         $  875,006
                                                                               ===============    ===============

</TABLE>
           See accompanying notes to condensed financial statements.



<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2003 and 2002


1.       Basis of Presentation:
         ---------------------

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance  with the  instructions  to Form 10-Q and do not
         include  all  of the  information  and  note  disclosures  required  by
         generally  accepted  accounting  principles.  The financial  statements
         reflect all adjustments,  consisting of normal  recurring  adjustments,
         which are, in the opinion of the general partners,  necessary to a fair
         statement of the results for the interim periods  presented.  Operating
         results for the quarter  ended March 31, 2003 may not be  indicative of
         the results that may be expected for the year ending December 31, 2003.
         Amounts as of December 31, 2002, included in the financial  statements,
         have been derived from audited financial statements as of that date.

         These unaudited financial statements should be read in conjunction with
         the financial statements and notes thereto included in Form 10-K of CNL
         Income Fund XI, Ltd. (the  "Partnership")  for the year ended  December
         31, 2002.

         The  Partnership  accounts for its 85% interest in Denver Joint Venture
         and  its  77.33%  interest  in  CNL/Airport  Joint  Venture  using  the
         consolidation  method.  Minority interests represent the minority joint
         venture   partners'   proportionate   share  of  the   equity   in  the
         Partnership's consolidated joint ventures. All significant intercompany
         accounts and transactions have been eliminated.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
         "Consolidation  of  Variable  Interest  Entities"  to  expand  upon and
         strengthen  existing  accounting guidance that addresses when a company
         should include the assets, liabilities and activities of another entity
         in  its  financial  statements.   To  improve  financial  reporting  by
         companies  involved  with variable  interest  entities  (more  commonly
         referred  to  as   special-purpose   entities  or   off-balance   sheet
         structures),  FIN  46  requires  that a  variable  interest  entity  be
         consolidated by a company if that company is subject to a majority risk
         of loss from the variable interest  entity's  activities or entitled to
         receive a majority of the entity's  residual  returns or both. Prior to
         FIN 46, a company generally included another entity in its consolidated
         financial  statements  only if it controlled  the entity through voting
         interests.  Consolidation  of variable  interest  entities will provide
         more complete information about the resources,  obligations,  risks and
         opportunities   of  the   consolidated   company.   The   consolidation
         requirements of FIN 46 apply  immediately to variable interest entities
         created after  January 31, 2003,  and to older  entities,  in the first
         fiscal  year or  interim  period  beginning  after June 15,  2003.  The
         general partners believe adoption of this standard may result in either
         consolidation or additional disclosure requirements with respect to the
         Partnership's  unconsolidated  joint  ventures or properties  held with
         affiliates  of the  general  partners as  tenants-in-common,  which are
         currently  accounted  for  under  the  equity  method.   However,  such
         consolidation is not expected to significantly impact the Partnership's
         results of operations.

2.       Reclassification:
         ----------------

         Certain  items in the  prior  year's  financial  statements  have  been
         reclassified to conform to 2003 presentation.  These  reclassifications
         had no effect on total partners' capital or net income.

3.       Discontinued Operations:
         -----------------------

         During 2002, the  Partnership  identified and sold two  properties.  In
         addition,  during the  quarter  ended  March 31 2003,  the  Partnership
         identified  and sold its  property in Abilene,  Texas to the tenant and
         received net sales proceeds of approximately  $931,900,  resulting in a
         gain  of  approximately  $378,000.  The  financial  results  for  these
         properties are reflected as Discontinued Operations in the accompanying
         financial statements.


<PAGE>


                            CNL INCOME FUND XI, LTD.
                         (A Florida Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                     Quarters Ended March 31, 2003 and 2002


3.       Discontinued Operations - Continued:
         -----------------------------------

         The  operating  results of the  discontinued  operations  for the above
         properties are as follows:
<TABLE>
<CAPTION>

                                                                             Quarter Ended March 31,
                                                                             2003              2002
                                                                         --------------    --------------

 <c>
                Rental revenues                                               $  21,491         $  59,163
                Expenses                                                         (3,485 )          (7,642 )
                Gain on disposal of assets                                      377,961                --
                                                                         --------------    --------------

                Income from discontinued operations                           $ 395,967         $  51,521
                                                                         ==============    ==============
</TABLE>

4.       Concentration of Credit Risk:
         ----------------------------

         The following  schedule  presents total rental revenues from individual
         lessees,  each  representing  more than ten percent of rental  revenues
         (including  the  Partnership's   share  of  rental  revenues  from  the
         unconsolidated    joint   ventures   and   the   properties   held   as
         tenants-in-common with affiliates of the general partners), for each of
         the quarters ended March 31:
<TABLE>
<CAPTION>

                                                                           2003               2002
                                                                       --------------    ---------------

 <c>
                   Jack in the Box Inc. and Jack in
                        the Box Eastern Division, L.P.                     $ 192,019          $ 191,214
                   Golden Corral Corporation                                 103,770            127,143
                   Texas Taco Cabana, LP                                     101,572                N/A
</TABLE>

         In addition, the following schedule presents total rental revenues from
         individual  restaurant chains,  each representing more than ten percent
         of  rental  revenues  (including  the  Partnership's  share  of  rental
         revenues from the unconsolidated joint ventures and the properties held
         as tenants-in-common with affiliates of the general partners), for each
         of the quarters ended March 31:
<TABLE>
<CAPTION>

                                                                           2003               2002
                                                                       --------------    ---------------

 <c>
                   Burger King                                             $ 200,327          $ 245,719
                   Jack in the Box                                           192,019            191,214
                   Denny's                                                   138,088            182,473
                   Golden Corral Family Steakhouse
                        Restaurants                                          103,770            127,143
                   Taco Cabana                                               101,572                N/A
</TABLE>

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented, the tenant or group of affiliated tenants, and the chain did
         not represent more than ten percent of the  Partnership's  total rental
         revenues.

         Although the Partnership's  properties have some geographical diversity
         in the United States and the Partnership's lessees operate a variety of
         restaurant  concepts,  default by any of these  lessees  or  restaurant
         chains  could  significantly  impact the results of  operations  of the
         Partnership  if the  Partnership is not able to re-lease the properties
         in a timely manner.




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         CNL Income  Fund XI,  Ltd.  (the  "Partnership")  is a Florida  limited
partnership  that was  organized on August 20, 1991 to acquire for cash,  either
directly or through  joint  venture  arrangements,  both newly  constructed  and
existing  restaurants,  as well as properties upon which  restaurants were to be
constructed  (the  "Properties"),  which are leased  primarily  to  operators of
national and regional  fast-food and family-style  restaurant chains. The leases
are, in general, triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance, and utilities. The Partnership owned
31 and 34 Properties directly as of March 31, 2003 and 2002,  respectively.  The
Partnership also owned eight and six Properties indirectly through joint venture
or tenancy in common arrangements as of March 31, 2003 and 2002.

Capital Resources

         Cash from  operating  activities  was  $998,751  and  $990,157  for the
quarters ended March 31, 2003 and 2002, respectively.  The increase in cash from
operating  activities  for the quarter  ended March 31, 2003, as compared to the
quarter  ended  March 31,  2002,  was a result of changes  in the  Partnership's
working capital.

         Other  sources  and uses of cash  included  the  following  during  the
quarter ended March 31, 2003.

         In March 2003, the Partnership  sold its Property in Abilene,  Texas to
the tenant and received net sales proceeds of approximately $931,900,  resulting
in a gain of approximately  $378,000.  The Partnership expects to reinvest these
proceeds in an additional Property.

         Cash and cash equivalents of the Partnership decreased to $1,672,302 at
March 31, 2003, from  $1,763,878 at December 31, 2002,  primarily as a result of
the payment of a special distribution to the limited partners during the quarter
ended  March 31,  2003,  which was  accrued at December  31,  2002.  The special
distribution of $200,000 represented accumulated, excess operating reserves. The
funds  remaining at March 31, 2003,  after  payment of  distributions  and other
liabilities  will be used to meet the  Partnership's  working  capital and other
needs.

Short-Term Liquidity

         The Partnership's  investment strategy of acquiring Properties for cash
and  leasing  them  under  triple-net  leases to  operators  who meet  specified
financial standards minimizes the Partnership's  operating expenses. The general
partners  believe  that the  leases  will  generate  net cash  flow in excess of
operating expenses.

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The general  partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the Partnership's operations.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of operating  expenses of the Partnership,  to the extent that
the general partners  determine that such funds are available for  distribution.
Based on cash from operations, the Partnership declared distributions to limited
partners of  $875,006  for each of the  quarters  ended March 31, 2003 and 2002.
This represents  distributions of $0.22 per unit for each applicable quarter. No
distributions were made to the general partners for the quarters ended March 31,
2003 and 2002. No amounts  distributed to the limited  partners for the quarters
ended  March 31, 2003 and 2002 are  required  to be or have been  treated by the
Partnership  as a return of capital  for  purposes  of  calculating  the limited
partners'  return  on their  adjusted  capital  contributions.  The  Partnership
intends to continue to make  distributions of cash available for distribution to
the limited partners on a quarterly basis.

         Total liabilities of the Partnership,  including distributions payable,
decreased to $1,048,160 at March 31, 2003 from  $1,277,030 at December 31, 2002,
primarily  as a result of the payment of a special  distribution  to the limited
partners during the quarter ended March 31, 2003,  which was accrued at December
31, 2002. The special distribution of $200,000 represented  accumulated,  excess
operating  reserves.  The general  partners  believe  that the  Partnership  has
sufficient cash on hand to meet its current working capital needs.

Long Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Results of Operations

         Total rental  revenues  were  $797,091 for the quarter  ended March 31,
2003,  as compared to $799,211  in the same  period in 2002.  During  2003,  the
Partnership's  consolidated  joint venture,  Denver Joint Venture,  in which the
Partnership owns an 85% interest,  stopped recording rental revenues because the
tenant  of the  Property  owned  by this  joint  venture  experienced  financial
difficulties. The joint venture will continue to pursue collection of these past
due rents.

         During the quarter  ended March 31, 2002,  the  Partnership  provided a
rent  reduction to the tenant of the Property in Yelm,  Washington in the amount
of $16,500. However, the tenant continued having financial difficulties,  and in
March 2003,  although  the tenant  continued to meet its  obligations  under the
terms of this lease,  the  Partnership  executed a  termination  of the tenant's
lease rights,  and the tenant  surrendered  the  premises.  The  restaurant  has
continued to operate under a temporary  lease  agreement with a new tenant until
the  negotiations  for a new  contract  with  this  lessee  are  finalized.  The
Partnership  expects  that the new tenant  will  continue to operate as a Burger
King with lease terms substantially the same as the Partnership's other leases.

         During the quarters ended March 31, 2003 and 2002, the  Partnership and
its consolidated joint ventures also earned $1,304 and $21,411, respectively, in
contingent  rental  income from the  Partnership's  Properties.  The decrease in
contingent rental income during the quarter ended March 31, 2003, as compared to
the same  period  in 2002,  was due to the  Partnership  recognizing  percentage
rental  income when the tenants  met the  defined  thresholds  under their lease
agreements.

         During the  quarters  ended  March 31, 2003 and 2002,  the  Partnership
earned $99,535 and $57,219,  respectively,  attributable to net income earned by
unconsolidated   joint   ventures.   The  increase  in  net  income   earned  by
unconsolidated  joint  ventures  during the  quarter  ended  March 31,  2003 was
primarily  due to the  Partnership  reinvesting  the  majority  of the net sales
proceeds,  from the sales of the Properties in Columbus,  Ohio and East Detroit,
Michigan,  in two  Properties,  one in Universal  City and the other in Schertz,
Texas.  Each Property is held as a separate  tenancy-in-common  arrangement with
CNL Income Fund VI, Ltd., a Florida  limited  partnership  and  affiliate of the
general partners.

         During the quarter  ended March 31, 2003,  three  lessees (or groups of
affiliated lessees) of the Partnership and its consolidated joint ventures,  (i)
Jack in the Box Inc.  and Jack in the Box  Eastern  Division,  L.P.  (which  are
affiliated entities under common control)  (hereinafter  referred to as "Jack in
the Box Inc."), (ii) Golden Corral Corporation, and (iii) Texas Taco Cabana, LP,
each  contributed  more  than 10% of the  Partnership's  total  rental  revenues
(including rental revenues from the Partnership's  consolidated  joint ventures,
and the  Partnership's  share  of  rental  revenues  from  Properties  owned  by
unconsolidated  joint  ventures  and  Properties  owned with  affiliates  of the
general  partners as  tenants-in-common).  It is anticipated  that, based on the
minimum rental payments  required by the leases,  these three lessees (or groups
of affiliated  lessees)  each will  continue to contribute  more than 10% of the
Partnership's total rental revenues.  In addition during the quarter ended March
31, 2003, five restaurant chains, Burger King, Jack in the Box, Denny's,  Golden
Corral Family Steakhouse  Restaurants  ("Golden Corral"),  and Taco Cabana, each
accounted  for  more  than  10%  of  the  Partnership's  total  rental  revenues
(including rental revenues from the Partnership's  consolidated  joint ventures,
and the  Partnership's  share  of  rental  revenues  from  Properties  owned  by
unconsolidated  joint  ventures  and  Properties  owned with  affiliates  of the
general  partners  as  tenants-in-common).  It is  anticipated  that  these five
restaurant  chains  each  will  continue  to  account  for more  than 10% of the
Partnership's  total rental  revenues to which the Partnership is entitled under
the terms of the leases.  Any failure of these lessees or restaurant chains will
materially  affect the  Partnership's  income if the  Partnership is not able to
re-lease the Properties in a timely manner.

         Operating expenses, including depreciation,  were $213,867 and $224,594
for the quarters  ended March 31, 2003 and 2002,  respectively.  The decrease in
operating  expenses  during the quarter ended March 31, 2003 was partially due a
decrease in the costs  incurred for  administrative  expenses for  servicing the
Partnership and its Properties. The decrease in operating expenses was partially
offset by an  increase  in the amount of state tax  expense  relating to several
states in which the Partnership conducts business.

         During the year ended December 31, 2002, the Partnership identified and
sold two  Properties  that were  classified  as  Discontinued  Operations in the
accompanying  financial  statements.  These  two  Properties  were  sold in 2002
subsequent  to March 31, 2002.  In addition,  during the quarter  ended March 31
2003, the Partnership  identified and sold its Property in Abilene, Texas to the
tenant and received net sales proceeds of approximately $931,900, resulting in a
gain  of   approximately   $378,000.   This  Property  was  also  classified  as
Discontinued   Operations  in  the  accompanying   financial   statements.   The
Partnership  recognized net rental income (rental revenues less Property related
expenses),  of $51,521 during the quarter ended March 31, 2002 relating to these
three Properties. The Partnership recognized net rental income of $18,006 during
the quarter ended March 31, 2003, relating to the Property in Abilene, Texas.

         In January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be  consolidated  by a company if that company is subject to a majority  risk of
loss from the variable  interest  entity's  activities  or entitled to receive a
majority of the entity's  residual  returns or both.  Prior to FIN 46, a company
generally included another entity in its consolidated  financial statements only
if it controlled the entity through voting interests.  Consolidation of variable
interest  entities will provide more complete  information  about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities  created after January 31, 2003,  and to older  entities,  in the first
fiscal  year or interim  period  beginning  after  June 15,  2003.  The  general
partners believe adoption of this standard may result in either consolidation or
additional   disclosure   requirements   with   respect  to  the   Partnership's
unconsolidated  joint ventures or properties held with affiliates of the general
partners  as  tenants-in-common,  which are  currently  accounted  for under the
equity method.  However,  such  consolidation  is not expected to  significantly
impact the Partnership's results of operations.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


ITEM 4.  CONTROLS AND PROCEDURES

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Quarterly  Report on Form  10-Q and have  determined  that such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.


<PAGE>


                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings.   Inapplicable.
              -----------------

Item 2.       Changes in Securities.  Inapplicable.
              ---------------------

Item 3.       Defaults upon Senior Securities.  Inapplicable.
              -------------------------------

Item 4.       Submission of Matters to a Vote of Security Holders. Inapplicable.
              ---------------------------------------------------

Item 5.       Other Information.  Inapplicable.
              -----------------

Item 6.       Exhibits and Reports on Form 8-K.
              --------------------------------

              (a)  Exhibits

                      3.1      Affidavit and Certificate of Limited  Partnership
                               of CNL Income Fund XI, Ltd.  (Included as Exhibit
                               3.2 to  Registration  Statement  No.  33-43278 on
                               Form S-11 and incorporated herein by reference.)

                      4.1      Affidavit and Certificate of Limited  Partnership
                               of CNL Income Fund XI, Ltd.  (Included as Exhibit
                               3.2 to  Registration  Statement  No.  33-43278 on
                               Form S-11 and incorporated herein by reference.)

                      4.2      Amended  and   Restated   Agreement   of  Limited
                               Partnership of CNL Income Fund XI, Ltd. (Included
                               as  Exhibit  4.2 to  Form  10-K  filed  with  the
                               Securities  and Exchange  Commission on April 15,
                               1993, and incorporated herein by reference.)

                      10.1     Management  Agreement between CNL Income Fund XI,
                               Ltd.  and CNL  Investment  Company  (Included  as
                               Exhibit   10.1  to  Form  10-K   filed  with  the
                               Securities  and Exchange  Commission on April 15,
                               1993, and incorporated herein by reference.)

                      10.2     Assignment  of  Management   Agreement  from  CNL
                               Investment  Company  to CNL Fund  Advisors,  Inc.
                               (Included as Exhibit 10.2 to Form 10-K filed with
                               the Securities  and Exchange  Commission on March
                               30, 1995, and incorporated herein by reference.)

                      10.3     Assignment  of  Management   Agreement  from  CNL
                               Income Fund Advisors,  Inc. to CNL Fund Advisors,
                               Inc. (Included as Exhibit 10.3 to Form 10-K filed
                               with the  Securities  and Exchange  Commission on
                               April  1,  1996,  and   incorporated   herein  by
                               reference.)

                      10.4     Assignment of Management  Agreement from CNL Fund
                               Advisors, Inc. to CNL APF Partners, LP. (Included
                               as  Exhibit  10.4 to Form  10-Q  filed  with  the
                               Securities and Exchange  Commission on August 14,
                               2001, and incorporated herein by reference.)

                      10.5     Assignment of Management  Agreement  from CNL APF
                               Partners,  LP  to  CNL  Restaurants  XVIII,  Inc.
                               (Included as Exhibit 10.5 to Form 10-Q filed with
                               the Securities and Exchange  Commission on August
                               14, 2002, and incorporated herein by reference.)

                      99.1     Certification  of  Chief  Executive   Officer  of
                               Corporate  General Partner  Pursuant to 18 U.S.C.
                               Section  1350 as Adopted  Pursuant to Section 906
                               of  the   Sarbanes-Oxley   Act  of  2002.  (Filed
                               herewith.)


<PAGE>



                      99.2     Certification  of  Chief  Financial   Officer  of
                               Corporate  General Partner  Pursuant to 18 U.S.C.
                               Section  1350 as Adopted  Pursuant to Section 906
                               of  the   Sarbanes-Oxley   Act  of  2002.  (Filed
                               herewith.)

                      (b)      Reports on Form 8-K

                               No  reports  on Form 8-K were  filed  during  the
                               quarter ended March 31, 2003.



<PAGE>




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

         DATED this 9th day of May, 2003.


                                             CNL INCOME FUND XI, LTD.

                                             By:CNL REALTY CORPORATION
                                                General Partner


                                               By:/s/ James M. Seneff, Jr.
                                                  ---------------------------
                                                  JAMES M. SENEFF, JR.
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


                                               By:/s/ Robert A. Bourne
                                                  ---------------------------
                                                  ROBERT A. BOURNE
                                                  President and Treasurer
                                                  (Principal Financial and
                                                  Accounting Officer)



<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XI, Ltd.  (the
"registrant"), certify that:

         1. I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  the
            registrant;

         2. Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this quarterly report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and we have:

                a.   designed such disclosure  controls and procedures to ensure
                     that  material  information  relating  to  the  registrant,
                     including its consolidated  subsidiaries,  is made known to
                     us by others within those entities, particularly during the
                     period in which this quarterly report is being prepared;

                b.   evaluated the effectiveness of the registrant's  disclosure
                     controls and  procedures  as of a date within 90 days prior
                     to  the  filing   date  of  this   quarterly   report  (the
                     "Evaluation Date"); and

                c.   presented in this quarterly  report our  conclusions  about
                     the effectiveness of the disclosure controls and procedures
                     based on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent function):

                a.   all significant  deficiencies in the design or operation of
                     internal   controls  which  could   adversely   affect  the
                     registrant's  ability to  record,  process,  summarize  and
                     report   financial   data  and  have   identified  for  the
                     registrant's  auditors any material  weaknesses in internal
                     controls; and

                b.   any  fraud,   whether  or  not   material,   that  involves
                     management or other  employees who have a significant  role
                     in the registrant's internal controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
            this quarterly report whether or not there were significant  changes
            in internal  controls or in other  factors that could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.

Date:  May 9, 2003


/s/ James M. Seneff, Jr.
---------------------------
 James M. Seneff, Jr.
Chief Executive Officer


<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate  general  partner of CNL Income Fund XI, Ltd.  (the  "registrant")
certify that:

         1. I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  the
            registrant;

         2. Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this quarterly report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant
            and we have:

                a.   designed such disclosure  controls and procedures to ensure
                     that  material  information  relating  to  the  registrant,
                     including its consolidated  subsidiaries,  is made known to
                     us by others within those entities, particularly during the
                     period in which this quarterly report is being prepared;

                b.   evaluated the effectiveness of the registrant's  disclosure
                     controls and  procedures  as of a date within 90 days prior
                     to  the  filing   date  of  this   quarterly   report  (the
                     "Evaluation Date"); and

                c.   presented in this quarterly  report our  conclusions  about
                     the effectiveness of the disclosure controls and procedures
                     based on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based on our most recent  evaluation,  to the registrant's  auditors
            and the audit  committee  of  registrant's  board of  directors  (or
            persons performing the equivalent function):

                a.   all significant  deficiencies in the design or operation of
                     internal   controls  which  could   adversely   affect  the
                     registrant's  ability to  record,  process,  summarize  and
                     report   financial   data  and  have   identified  for  the
                     registrant's  auditors any material  weaknesses in internal
                     controls;  and

                b.   any  fraud,   whether  or  not   material,   that  involves
                     management or other  employees who have a significant  role
                     in the registrant's internal controls; and

         6. The registrant's  other  certifying  officer and I have indicated in
            this quarterly report whether or not there were significant  changes
            in internal  controls or in other  factors that could  significantly
            affect internal  controls  subsequent to the date of our most recent
            evaluation,   including  any  corrective   actions  with  regard  to
            significant deficiencies and material weaknesses.


Date:  May 9, 2003


/s/ Robert A. Bourne
--------------------------
Robert A. Bourne
President and Treasurer


<PAGE>


                                  EXHIBIT INDEX


Exhibit Number

        (c)  Exhibits

                3.1    Affidavit and  Certificate of Limited  Partnership of CNL
                       Income  Fund  XI,  Ltd.   (Included  as  Exhibit  3.2  to
                       Registration  Statement  No.  33-43278  on Form  S-11 and
                       incorporated herein by reference.)

                4.1    Affidavit and  Certificate of Limited  Partnership of CNL
                       Income  Fund  XI,  Ltd.   (Included  as  Exhibit  3.2  to
                       Registration  Statement  No.  33-43278  on Form  S-11 and
                       incorporated herein by reference.)

                4.2    Amended and Restated Agreement of Limited  Partnership of
                       CNL Income Fund XI, Ltd. (Included as Exhibit 4.2 to Form
                       10-K filed with the Securities and Exchange Commission on
                       April 15, 1993, and incorporated herein by reference.)

                10.1   Management Agreement between CNL Income Fund XI, Ltd. and
                       CNL Investment  Company (Included as Exhibit 10.1 to Form
                       10-K filed with the Securities and Exchange Commission on
                       April 15, 1993, and incorporated herein by reference.)

                10.2   Assignment of Management  Agreement  from CNL  Investment
                       Company to CNL Fund Advisors,  Inc.  (Included as Exhibit
                       10.2 to Form 10-K filed with the  Securities and Exchange
                       Commission on March 30, 1995, and incorporated  herein by
                       reference.)

                10.3   Assignment of Management  Agreement  from CNL Income Fund
                       Advisors,  Inc. to CNL Fund Advisors,  Inc.  (Included as
                       Exhibit 10.3 to Form 10-K filed with the  Securities  and
                       Exchange  Commission on April 1, 1996,  and  incorporated
                       herein by reference.)

                10.4   Assignment   of  Management   Agreement   from  CNL  Fund
                       Advisors,  Inc.  to CNL APF  Partners,  LP  (Included  as
                       Exhibit 10.4 to Form 10-Q filed with the  Securities  and
                       Exchange  Commission on August 14, 2001, and incorporated
                       herein by reference.)

                10.5   Assignment of Management Agreement from CNL APF Partners,
                       LP to CNL Restaurants  XVIII,  Inc.  (Included as Exhibit
                       10.5 to Form 10-Q filed with the  Securities and Exchange
                       Commission on August 14, 2002, and incorporated herein by
                       reference.)

                99.1   Certification  of Chief  Executive  Officer of  Corporate
                       General  Partner  Pursuant to 18 U.S.C.  Section  1350 as
                       Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                       of 2002. (Filed herewith.)

                99.2   Certification  of Chief  Financial  Officer of  Corporate
                       General  Partner  Pursuant to 18 U.S.C.  Section  1350 as
                       Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                       of 2002. (Filed herewith.)


<PAGE>




                                  EXHIBIT 99.1





<PAGE>


                                  EXHIBIT 99.2